SaaS Subscription Agreement

1. SaaS Subscription Service Scope

1.1. Subject to the terms of this Agreement, 3i will use commercially reasonable efforts to provide Customer the Subscription Service. As part of the registration process, Customer will identify an administrative username and password for Customer’s 3i account. 3i reserves the right to refuse registration of, or cancel passwords it deems inappropriate. The Service Level Agreement (“SLA”) for the Subscription Service and reasonable technical support is set forth in Exhibit A hereto. The SLA sets forth Customer’s sole remedies for availability or quality of the Subscription Service including any failure to meet any guarantee set forth in the SLA.

1.2. During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Subscription Service solely for your internal business operations subject to the terms of this Agreement and up to the Service Capacity documented in the Purchase Order. "Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Purchase Order(s), and each subsequent renewal term (if any).

1.3. Customer acknowledges that this Agreement is a Subscription Service agreement and 3i will not be delivering copies of the Software to Customer as part of the Subscription Service.

2. Restrictions and Responsabilities

2.1. Customer will not, directly or indirectly:

2.1.a. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Service or any Software, documentation or data related to the Subscription Service;

2.1.b. modify, translate, or create derivative works based on the Subscription Service or any Software (except to the extent expressly permitted by 3i or authorized within the Subscription Service);

2.1.c. use the Subscription Service or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third party;

2.1.d. or remove any proprietary notices or labels.

2.2. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, 3i hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Subscription Service.

2.3. Customer represents, covenants, and warrants that Customer will use the Subscription Service only in compliance with 3i’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless 3i against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Subscription Service. Although 3i has no obligation to monitor Customer’s use of the Subscription Service, 3i may do so and may prohibit any use of the Subscription Service it believes may be (or alleged to be) in violation of the foregoing.

2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary Subscription Service needed to connect to, access or otherwise use the Subscription Service, including, without limitation, mobile or other devices, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.

3. Confidentiality, Proprietary Rights, Data Privacy, Compliance

3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of 3i includes non-public information regarding features, functionality and performance of the Subscription Service. Proprietary Information of Customer includes non-public data provided by Customer to 3i to enable the provision of the Subscription Service (“Customer Data”).

3.2. The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Subscription Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law.

3.3. Customer shall own all rights, title and interest in and to the Customer Data as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Subscription Service. 3i shall own and retain all right, title and interest in and to (a) the Subscription Service and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with SOW Subscription Service or support, and (c) all intellectual property rights related to any of the foregoing.

3.4. Notwithstanding anything to the contrary, 3i shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Subscription Service and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and 3i will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Subscription Service and for other development, diagnostic and corrective purposes in connection with the Subscription Service and other 3i offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. For the avoidance of doubt, 3i may use, reproduce and disclose Software- and Subscription Service-related information, data and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by 3i. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through 3i or any Software following the expiration or termination of this Agreement.

3.5. No rights or licenses are granted except as expressly set forth herein.

3.5.a. On guidance from data privacy counsel, 3i has determined that it is required to comply on a limited and partial basis with Privacy Laws.

3.5.b. With respect to the California Consumer Protection Act (the “CCPA”), such compliance is described in 3i’s privacy policy (see paragraph (a) above). 3i’s communications between itself and its Customers fall under the “B2B Covered Information” exemption. The personal contact information of the Customers associated with “B2B Covered Information” would be exempt from the CCPA rights to know or delete personal information.

3.5.c. With respect to General Data Protection Regulation (the “GDPR”), 3i is the data controller for the Customers’ representatives’ Personal Data. 3i relies on the lawful basis of providing Subscription Service pursuant to a contract with its Customers for collecting the personal information of Customers’ Personal Data. Article 35 of the GDPR requires a covered entity to carry out a formal Data Protection Impact Assessment (DPIA) where the entity’s processing “is likely to result in a high risk to individuals.” 3i’s Subscription Service do not involve the activities covered by DPIA, therefore a DPIA is not required at this time. 3i acts as a data controller for the names and emails of its Customers. 3i is a data processor for Personal Data that its Customers collect as data controllers. 3i’s business does not involve any monitoring of data subjects. It also does not collect any data related to special categories or criminal backgrounds or convictions. Therefore, 3i is also not required to appoint a Data Protection Officer (DPO) under the GDPR.

3.5.d. 3i represents and warrants to Customer that it complies with its obligations under relevant Privacy Laws in this Section 3. Customer represents and warrants to 3i that it complies with its obligations under relevant Privacy Laws. Customer further represents and warrants to 3i that it shall provide proper notices to, and obtain necessary consents from, its end-users, employees and other data subjects about how their Personal Information and Personal Data may be used, stored, and disclosed to service providers engaged by Customer, as well as how data subjects may opt-out.

“Personal Information” or “Personal Data” means any information that may identify an individual, including without limitation names, addresses, telephone numbers, electronic addresses, passwords, credit card numbers or other account data, Customer proprietary network information, or any information regarding an individual that is protected under any Privacy Laws applicable to the Subscription Service.

“Privacy Laws” means any applicable law, regulation or binding policy of any Governmental Authority that relates to the security and protection of personally identifiable information, data privacy, trans-border data flow or data protection. This includes the GDPR, the CCPA and the Personal Information Privacy Act (PIPA) which applies in the Republic of Korea.

4. Payment of Fees and Taxes

4.1. Customer will pay 3i the then applicable fees described in the Purchase Order for the Subscription Service in accordance with the terms therein (the “Fees”). If Customer’s use of the Subscription Service exceeds the Subscription Service Capacity set forth on the Purchase Order or otherwise requires the payment of additional Fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein. 3i reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon 30 days prior notice to Customer (which may be sent by email). If Customer believes that 3i has billed Customer incorrectly, Customer must contact 3i no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to 3i’s customer support department.

4.2. 3i may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by 3i thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.3. All fees are exclusive of taxes, which 3i will charge as applicable. Customer shall be responsible for all taxes associated with Subscription Service other than U.S. taxes based on 3i’s net income. All amounts payable to 3i must be paid free of and without any rights of counterclaim or set off, and without deduction or withholding for taxes or on any other ground whatsoever. If any such deduction or withholding is required by law or applicable taxing authority, Customer shall: (a) provide such evidence of the relevant deduction or withholding as 3i may reasonably require; and (b) pay to 3i an aggregate amount to ensure that, after the deduction or withholding has been made, 3i will have received a sum equal to the amount that 3i would otherwise have received in the absence of the deduction or withholding.

5. Resellers Orders

This Section 5 applies if you purchase the Software, Support and Maintenance or any Additional Subscription Service through an authorized partner or reseller of 3i (“Reseller”).

5.1. Instead of paying 3i, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. 3i may suspend or terminate your rights to use Software if 3i does not receive the corresponding payment from the Reseller.

5.2. Instead of an Order with 3i, your order details (e.g., Software, Scope of Use and License Term) will be as stated in the order placed with 3i by the Reseller on your behalf, and the Reseller is responsible for the accuracy of any such order as communicated to 3i.

5.3. If you are entitled to a refund under this Agreement, then unless otherwise specified by 3i, 3i will refund any applicable fees to the Reseller and the Reseller will be solely responsible for refunding the Appropriate amounts to you.

5.4. Resellers are not authorized to modify this Agreement or make any promises or commitments on 3i’s behalf, and 3i is not bound By any obligations to you other than as set forth in this Agreement.

5.5. The amount paid or payable by the Reseller to us for your use of the applicable Software under this Agreement will be deemed the amount actually paid or payable by you to us under this Agreement for purposes of calculating the liability.

6. Customer Feedback

3i shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Subscription Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Subscription Service. However, Customer’s name and the identity of any Customer Data will not be used.

7. Use of Name and Publicity

Subject to Customerʼs logo and trademark usage guide, Customer hereby permits 3i to identify Customer as a customer of 3i and to display Customerʼs logo in connection with identifying Customer as a customer of 3i. Subject to prior approval of both parties, within six (6) months of the date of this Agreement, Customer agrees to participate in a joint press release with 3i announcing Customerʼs use of 3i's Subscription Service, subject to each partyʼs logo and trademark usage guide. Customer may enter into a separate agreement with 3i with respect to collaborating and engaging in mutually beneficial marketing activities, subject to the terms and conditions of a co-marketing agreement.

8. End of Life

It is understood that 3i may, in its discretion, at certain times elect to discontinue production, distribution and support of elements or versions of the 3i Subscription Service, and thereby designate such elements or versions as end of life (“EOL”). In the event that 3i elects to announce EOL for any such elements or versions, 3i will provide three (3) months prior written notice, which may be by direct notice or posting on 3is website. 3is resellers or other third party providers will have a period of three (3) months after receipt of such notice to upgrade Customers to the last commercially available (non-EOL) version of the Subscription Service. During the 3-month notice period (from either 3i or 3i partner) Customers may continue exercising all of the rights set forth in this Agreement with respect to such EOL Subscription Service. 3i (either directly or through a third party contractor selected by 3i) will continue providing support for the last commercially available version of such EOL Subscription Service in accordance with 3is applicable support terms for a period of six (6) months from the announced EOL date or upon termination of the related SOF (whichever is earlier), provided that Customers continue to pay applicable license and support fees, if any, during the wind down period for the support described above.

9. Secondary User

As may be further described in the Documentation, certain Software may be used as part of your support (or similar) resources related to your own products, e.g., use of Service Management as part of a helpdesk or use of Confluence to share your own documentation with your users. Subject to the terms and conditions of this Agreement, you may grant your own customers’ end users (“Secondary Users”) limited rights to use the Software solely so that they may view and interact with such resources. You may not permit Secondary Users to use the Software for purposes unrelated to supporting your own offerings or grant Secondary Users administrator, configuration or similar use of the Software. You may not charge Secondary Users a specific fee for use of the Software but you may charge an overall fee for your own offerings. You are responsible under Section 2.2 (Authorized Users) for all Secondary Users as “Authorized Users” and are otherwise solely responsible for your own products, support offerings and Secondary relationships. Notwithstanding anything to the contrary in this Agreement, 3i has no direct or indirect warranty, indemnity or other liability or obligations of any kind to Secondary Users.

10. Third-party Products

You (including your Authorized Users) may choose to use or procure other third-party products or Subscription Service in connection with the Software, including Third Party Apps or implementation, customization, training or other Subscription Service. Your receipt or use of any third-party products or Subscription Service is subject to a separate agreement between you and the third-party provider. If you enable or use third-party products or Subscription Service (including Third Party Apps with the Software, you acknowledge that the third-party providers may access or use your data as required for the interoperation of their products and Subscription Service with the Software. This may include transmitting, transferring, modifying or deleting your data, or storing your data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of your data is subject to the applicable agreement between you and such third-party provider. We are not responsible for any access to or use of your data by third-party providers or their products or Subscription Service, or for the security or privacy practices of any third-party provider or its products or Subscription Service. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use your data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider.

3I DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SUBSCRIPTION SERVICE (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDERS OR VENDORS.

11. License Certifications and Audits

At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement, including the Scope of Use. You agree to allow us, or our authorized agent, to audit your use of the Software (including that of your Authorized Users). We will provide you with at least ten (10) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of Use. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of Use, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to 3i at law or equity or under this Agreement.

12. Expended Data Privacy and Protection

12.1. Under the terms of this Agreement, and in the natural processing of Customer Data, where the Customer is processing data using 3i’s data management tools, and taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of processing the Customer’s data 3i will secure that data using reasonable technical solutions and according to the 3i Security Policy and 3i’s Privacy Policy.

12.2. The parties agree and intend that 3i is a “service provider” as defined under the California Consumer Privacy Act of 2018 (CCPA) and other relevant data protection laws. With regard to the data 3i may process in providing the service under this Agreement, 3i will not (i) sell — as defined by the CCPA — any processed Customer Personal Data, (ii) collect, use, maintain or disclose processed Customer Personal Data except as necessary to perform the Subscription Service, or retain processed Customer Personal Data beyond the expiration or termination of this agreement except to the extent required by applicable laws and in accordance with this Agreement. 3i certifies that it understands and will comply with the foregoing restrictions.

12.3. In the event of a Security Breach defined by applicable law as reportable to authorities or the Customer, or the owners of personal data the Customer has custody of, 3i agrees to notify the Customer pursuant to applicable law.

12.4. As applicable, for Personal Data that belongs to residents of the EU economic area that the Customer is the custodian of, as defined under the definitions of Personal Data per the EU General Data Protection Regulation 2016/679 (GDPR) Article 4, a separate Data Protection Agreement (DPA) shall be provided by 3i and executed between the parties.

12.5. In addition to and without limitation on the foregoing, Customer hereby acknowledges and agrees that 3i’s performance of this Agreement may require 3i to process, transmit or store Customer personal data or the personal data of Customer employees and Affiliates. By submitting personal data to 3i, Customer agrees that 3i and its Affiliates may process, transmit or store personal data only to the extent necessary for, and for the sole purpose of, enabling 3i to perform its obligations under this Agreement. In relation to all Personal Data provided by or through Customer to 3i, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC (GDPR) and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in any of its content and using the Software and 3i SAAS. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any 3i SAAS user shares with third parties on Customer’s behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by 3i under this Agreement, including that such processing according to Customer’s instructions will not place 3i in breach of applicable data protection laws. Prior to processing, Customer will inform 3i about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the 3i SAAS meets such restrictions or special requirements.

13. Terms and Termination

13.1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Purchase Order and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

13.2. Early Termination. Customer may choose to cancel Subscription Service early at Customer’s convenience provided that 3i will not provide any refunds of prepaid fees or unused Subscription Service, and Customer will promptly pay all unpaid fees due through the end of the Service Term.

13.3. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party breaches any of the material terms or conditions of this Agreement where any such breach has not been cured within thirty (30) days after receipt of notice of such breach. Customer will pay in full for the Subscription Service up to and including the last day on which the Subscription Service are provided. Upon any termination, 3i will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter 3i may, but is not obligated to, delete stored Customer Data.

13.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

14. Warranty and Disclaimer

3i shall use reasonable efforts consistent with prevailing industry standards to maintain the Subscription Service in a manner which minimizes errors and interruptions in the Subscription Service and shall perform the SOW Subscription Service in a professional and workmanlike manner. Subscription Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by 3i or by third-party providers, or because of other causes beyond 3i’s reasonable control, but 3i shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, 3i DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SUBSCRIPTION SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SUBSCRIPTION SERVICE AND SOW SUBSCRIPTION SERVICE ARE PROVIDED “AS IS” AND 3i DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. Indemnity

3i shall hold Customer harmless from liability to third parties awarded by a proper court or other tribunal and resulting from infringement by the Service of any United States or Canadian patent or any copyright or misappropriation of any trade secret, or from Customer’s gross negligence or willful misconduct that has caused bodily injury or death, provided 3i is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. 3i will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (a) not supplied by 3i, (b) made in whole or in part in accordance with Customer specifications, (c) that are modified after delivery by 3i, (d) combined with other products, processes or materials where the alleged infringement relates to such combination, (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where Customer’s use of the Subscription Service is not in accordance with this Agreement. If, due to a claim of infringement, the Subscription Service are held by a court of competent jurisdiction to be or are believed by 3i to be infringing, 3i may, at its option and expense (i) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (ii) obtain for Customer a license to continue using the Service, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service. This Section states Customer’s sole and exclusive remedies for claims of infringement.

16. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, 3i AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SUBSCRIPTION SERVICE OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND 3i’S REASONABLE CONTROL; (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO 3i FOR THE SUBSCRIPTION SERVICE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED USD$500,000 FOR DAMAGES AWARDED TO CUSTOMER PURSUANT TO SECTION 15 (INDEMNITY), IN EACH CASE, WHETHER OR NOT 3i HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. General

1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
   
   
2. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Purchase Orders), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. A party’s remedy for any purported assignment by the other party in breach of this subsection shall be, at the non-assigning party’s election, either to void this Agreement or termination of this Agreement immediately upon written notice to the assigning Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
   
   
3. This Agreement, including all exhibits and addenda hereto and all Purchase Orders, constitutes the entire, final, complete and exclusive agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless included in the Purchase Order Additional Terms in writing and either signed or accepted electronically by both parties hereto.
   
   
4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind 3i in any respect whatsoever.
   
   
5. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
   
   
6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
   
   
7. This Agreement shall be governed by the laws of the Republic of Korea without regard to its conflict of laws provisions. and the parties agree to submit to the exclusive jurisdiction of the applicable courts in the Republic of Korea. The Parties expressly disclaim application of the UN Convention on the International Sale of Goods.
   
   
8. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with 3i to serve as a reference account upon request.
   
   
9. There are no third-party beneficiaries of this Agreement.
   
   
10. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    
    
11. If the performance of this Agreement or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.
    
    
12. The Software includes code and libraries licensed to us by third parties, including open source software.
    
    
13. In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a resolution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this Agreement pursuant to Section 9(g) (governing law; jurisdiction). All negotiations pursuant to this Section 9(m) will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
    
    
14. 3i may anonymously compile statistical information related to the performance of the Subscription Service for purposes of improving the SaaS Service, provided that such information does not identify Customer’s data or include Customer’s name.
    
    
15. During the term of this Agreement and for a period of twelve (12) months thereafter, Customer shall not directly or indirectly solicit any 3i personnel that have performed any Subscription Service under this Agreement to terminate their employment with 3i for any reason. The foregoing does not restrict any general solicitation for employment published on Customer’s or any third party’s website.